SEC FORM
5
SEC Form 5
FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0362 |
Estimated average burden |
hours per response: |
1.0 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Form 3 Holdings Reported. |
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC
[ SPSC ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2015
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Amount |
(A) or (D) |
Price |
Common Stock |
05/14/2015 |
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A4
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685
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A |
$0.00
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4,253
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D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy) |
$67.37
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05/14/2015 |
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4A
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2,253 |
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05/13/2022 |
Common Stock |
2,253 |
$0.00
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2,253 |
D |
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Explanation of Responses: |
Remarks: |
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/s/ Jonathan R. Zimmerman, Attorney-in-Fact for Philip Soran |
02/09/2016 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
I, Philip Soran, hereby authorize and designate each of Andrew G. Humphrey,
Jonathan R. Zimmerman, Ryan R. Miske, Andrew V. Tran, Brian E. Jacobson, Miranda
S. Hirner, Thomas P. Trier, Mary A.L. St. Marie, Amra Hoso and Victoria A.
Larson, signing singly, as my true and lawful attorney in fact to:
(1) execute for and on my behalf, in my capacity as director of SPS Commerce,
Inc., a Delaware corporation (the "Company"), the Form ID and Forms 3, 4 and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules and regulations promulgated thereunder;
(2) do and perform any and all acts for and on my behalf which may be
necessary or desirable to complete and execute any such Form ID or Form 3, 4 or
5 and timely file such form with the Securities and Exchange Commission, any
stock exchange or similar authority, and the National Association of Securities
Dealers; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be to my benefit,
in my best interest, or legally required of me, it being understood that the
statements executed by such attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.
I hereby further grant to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitutes or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving
in such capacity at my request, are not assuming, nor is the Company assuming,
any of my responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until I am no
longer required to file the Form ID or Forms 3, 4 and 5 with respect to my
holdings of and transactions in securities issued by the Company, unless earlier
revoked by me in a signed writing delivered to the foregoing attorneys-in-fact.
This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to
be at least one of the following: (i) a partner of Faegre Baker Daniels LLP, or
(ii) an employee of Faegre Baker Daniels LLP, this Limited Power of Attorney
shall be automatically revoked solely as to such individual, immediately upon
such cessation, without any further action on the part of the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 30th day of March, 2015.
Signed and acknowledged:
/s/ Philip Soran
Signature
Philip Soran
Printed Name